COLLECTIVfood TERMS AND CONDITIONS

COLLECTIVfood is the trading name of CAPRERA LIMITED, a company registered in England and Wales under company number 09410329, whose registered office is at 60 Kensington Church Street, London, W8 4DB, hereinafter referred to as 'COLLECTIVfood' or 'We' set out the following terms and conditions upon which COLLECTIVfood offers a COLLECTIVfood User (either a food supplier or a buyer as the case may be) herein referred to as ' You', 'Your' and 'Customer' a licence to use www.COLLECTIVfood.com ('Site') and the services so that You can purchase or sell food and drink products via the Site ('COLLECTVfood Services') ('Terms').

These Terms incorporate our Cookie Policy and Privacy Policy (collectively called the 'COLLECTIVfood Licence'). These Terms and COLLECTIVfood Licence shall remain in full force and effect to the extent that a COLLECTIVfood User makes use of the Site to access the COLLECTIVfood Services unless terminated by You or by COLLECTIVfood in accordance with the Terms herein.

These Terms were last updated on 6 November 2017. If you have any questions, please contact support@COLLECTIVfood.com.

1. DEFINITIONS

The definitions to be read with these Terms are set out in full at Clause 25.

2. GENERAL

2.1 By using the Site and by availing of the COLLECTIVfood Services, You agree to be bound by the Quality Criteria and these Terms and all applicable Legislation and Codes governing their use. These Terms form a legally binding agreement between You and COLLECTIVfood in relation thereto and apply to all COLLECTIVfood Users as applicable.

2.2 You should read these Terms carefully and ensure that You understand their effect before proceeding to use the COLLECTIVfood Services. If You disagree with any part of these Terms, do not use the Site for the purpose of accessing the COLLECTIVfood Services. If You violate these Terms, COLLECTIVfood may terminate Your use of the Site, bar You from future use of the Site and/or take appropriate legal action against You.

2.3 A violation of the terms can be for example to contact other users in order to trade with them outside our platform by bypassing our services, or if it comes to our attention that Your production is no longer in line with our Quality Criteria

2.4 We reserve the right to make reasonable modifications to these Terms at any time without notice. Any material changes We may make to these Terms in the future will be posted on this page and, where appropriate, notified to You by e-mail or when You next start the Site to access the COLLECTIVfood Services, the new terms may be displayed on-screen and You may be required to read and accept them to continue. What constitutes a "material" change will be solely determined by COLLECTIVfood in good faith and using common sense and reasonable judgment. You agree that COLLECTIVfood will treat Your use of the Site to access the COLLECTIVfood Services as acceptance of the Terms herein including Your continued use subsequent to any changes.

3. COLLECTIVfood SERVICES

3.1 We act as an intermediary host advertiser and facilitator of a wholesale food and drink online marketplace operated by way of the Site. We are using technology to make good food accessible and we are therefore providing software solutions to buyers and independent food producers in order to facilitate discovery, transaction and communication. We facilitate an exclusive online venue whereupon independent Producers of one or more product lines ('Products') can share their story with Customers giving You the chance to connect directly with Your preferred Producers. We believe in full transparency, which means no more intermediaries, we are therefore not acting as an agent, broker or retailer. We are just offering software solutions for wholesale customers to connect and purchase directly from independent Producers, it is then up to each individual producer to then accept or decline orders.

3.2 COLLECTIVfood is not a retailer or a Producer but invites Producers to promote and sell their products on the Site. Each producer is responsible of the logistics fulfilment of the orders and COLLECTIVfood has not responsibility in providing such services, but where possible, will endeavour to help producers find logistic solutions if needs be. All Products advertised on the Site are owned by, or licensed to, the relevant Producer and the contractual relationship is always between You as the buyer and the Producer.

3.3 All purchases of advertised Products take place as between a Producer and a Customer via the Site and are subject to each of the Producers' Terms and Conditions and contracts if applicable, that must be signed by the Buyer and submitted to the Producer prior to the order being processed.

3.4 IMPORTANT: COLLECTIVfood Users acknowledge that:

a. the Marketing Materials relating to the Products are submitted and/or approved by Producers and are for illustrative purposes only. Although Producers will make every effort to be as accurate as possible, all sizes, weights, capacities, dimensions and measurements displayed on the Site are for information purposes only;

b. COLLECTIVfood has no control over the quality, safety, merchantability or legality of any aspect of the Products;

c. COLLECTIVfood do not check, audit, vet, monitor or control the Producers or the accuracy of the Product Details published on the Site in respect of the Products which are the responsibility of You and the Producer respectively; and,

d. COLLECTIVfood is not party to any Contract that may ensue as between You as a buyer and a Producer as the seller.

Accordingly, COLLECTIVfood will not be liable to You in relation to any Claims or Losses arising out of any:

e. Product;

f. the unavailability of a Product;

g. acts or omissions of any Producer and any Logistics Partner including damage or loss of items;

h. Marketing Materials;

i. Product Details; or

k. acts or omissions of Producer; all of which are at Your own sole risk.

3.5 The COLLECTIVfood Services offer no advice, recommendations and endorsements in respect of hyperlinks to the Producer's website or any third party website or legal representation under any circumstances. Such hyperlinks are provided for Your ease of reference only and COLLECTIVfood do not endorse such websites or accept any responsibility for the content of such websites and cannot therefore guarantee, represent or warrant that the content contained in such websites is accurate, legal and/or inoffensive or that it will not contain viruses or otherwise impact Your computer. By using these hyperlinks to other websites, You agree and understand that COLLECTIVfood shall not be liable for any Losses that may arise from Your use of such hyperlinks.

4. SIGN-UP

4.1 To make optimum use of the Site to access the COLLECTIVfood Services, You must register on the Site by entering Your first name, last name, company registration number, email, phone, address, password, business information and by accepting the terms of the COLLECTIVfood Licence. This will activate Your COLLECTIVfood Login. Your email and Your chosen password will constitute Your COLLECTIVfood Login ('Sign-Up').

4.2 You will keep Your COLLECTIVfood Login relevant to the Site and the COLLECTIVfood Services confidential and not reveal it to anyone else. You are responsible for all activities that are carried out under Your COLLECTIVfood Login. We will not be liable where Your COLLECTIVfood Login is unlawfully used by another. Your COLLECTIVfood Login allows You to manage Your COLLECTIVfood Member Preferences.

4.3 You agree to notify COLLECTIVfood immediately by email to support@COLLECTIVfood.com of any unauthorised use of Your COLLECTIVfood Login or COLLECTIVfood Member Account of which You become aware (with IMPORTANT in the subject line). You will not create additional accounts for the purpose of abusing the functionality of the Site or other registered COLLECTIVfood Members or for any other reason in breach of these Terms.

4.4 COLLECTIVfood Members can cancel their COLLECTIVfood Member Account at any time by logging in to the Site and by clicking on the unsubscribe option as long as all outstanding transactions have been settled.

For Producers, this entails delivering all accepted orders and ensuring that payment has been received for them before unsubscribing. For Customers, this means settling all outstanding payments of any orders to date.

Once all of Your obligations have been fulfilled and You choose to unsubscribe, all Your data will be suppressed from the Site and Your COLLECTIVfood Login shall be immediately deactivated. If You change Your mind, You can undergo Sign-Up again.

4.5 COLLECTIVfood reserve the right to refuse to accept Sign-Up or Orders from any Customer at its discretion.

4.6 Although COLLECTIVfood cannot monitor the conduct of COLLECTIVfood Members off the Site, it is a violation to use any information obtained from this Site in order to harass, abuse, or harm another person, or in order to contact, advertise to, solicit or sell to any COLLECTIVfood Member without their prior explicit consent.

4.7 You may not transfer ownership or sell Your COLLECTIVfood Member Account to a third party.

4.8 COLLECTIVfood Members who do not comply with these Terms may be subject to review, which can result in suspension of COLLECTIVfood Member Account privileges and/or termination at any time. This includes all accounts by virtue of association.

5. PURCHASING PRODUCTS

5.1 The Producer shall sell and the Customer shall purchase a Product subject to the Terms and Conditions and Contracts of the Producer.

5.2 You may submit Orders for Products by using our online ordering facility on the Site at any time after You have successfully registered and your account has been validated.

Once submitted, the order will be reviewed by the producer who at their own discretion can ‘’Accept’’, ‘’Decline’’ or “Quote”. When “accepted” Customers have until the producer's deadline to either update quantities or make changes, or cancel the order. Past this deadline, no changes or cancellation to orders can be made and Customers accept the ordered products and agree pay for them.

5.3 Each Order for a Product by the Customer shall be deemed to be an offer by the Customer subject to the Terms of the Producer which we will pass on to the relevant Producer. The Customer will receive an Order Acknowledgement confirming safe receipt of their Order and in due course another message notifying you if your order has been accepted, declined or quote by the producer.

5.4 When placing an Order, You agree that any and all information given by You is accurate and complete.

5.5 A binding Contract shall not come into existence between Producer and Customer unless and until You receive an order confirmation from the Producer through the site (the status of your order in the Orders section should have been updated to "accepted"). For the avoidance of doubt, We may facilitate the fulfilment of the Order on behalf of Producer but all transactions are entered into between You and Producer.

5.6 If Your Order has not been accepted, You will receive an email telling You the reasons why.

5.7 Upon accepting an order, you as the Producer are agreeing to deliver the products requested in their full, undamaged state during the agreed delivery time. You cannot make any changes or cancel it. If for any reasons you were not able to provide the products on the delivery date, we will take all the necessary actions to find replacement products, using a dedicated courier if needed, and all costs will be redirected to you and deducted from your next monthly payments.

5.8 COLLECTIVfood uses a third party partner called Stripe Payments to process payments on behalf of a Producer. You will be required to provide Stripe Payments with financial information which can be added through our platform (like Your account or credit card numbers) in order to authorise payment and bill You for the Products. To make and complete the financial purchase with Stripe Payments via the Site, the Stripe Payment Policies shall be applicable as between You and Stripe Payment and can be found here: https://stripe.com/gb/legal.

5.9 All Prices for Products are exclusive of any applicable VAT. Where VAT is to be paid, the amount will be shown in the monthly statement and producers will upload corresponding VAT invoices.

5.10 COLLECTIVfood reserves the right to delete Your COLLECTIVfood Account after a six (6) month long continuous period of inactivity.

6. DELIVERY

6.1 Your Order shall be delivered to the Delivery Address.

6.2 Deliveries are performed by the Producer with the help of a Logistics Partner if necessary. In the case that a Logistics Partner is also involved in the delivery, then the Producer will be directly invoiced for these services.

6.3 COLLECTIVfood cannot accept liability where Your Order is delivered outside of Your selected Delivery Slot or where Your Order is short of one or more Products due to Products being unavailable, a Force Majeure Event, or for any other reason.

If for any reasons you were not able to provide the products on the delivery date, we will take all the necessary actions to find replacement products, using a dedicated courier if needed, and all costs will be redirected to the Producer and deducted from their next monthly payments.

6.4 Please inspect the Products as soon as possible after delivery and notify us within 24hours of delivery if You find any defects or missing items, by contacting us through the Contact Us section of the site. The relevant Producer will replace or refund You for defective Products.

7. CANCELLATION OF CONTRACT & RETURNS

7.1 Your legal right to cancel a Contract starts from the date of Order Confirmation (the date on which You receive an email confirming acceptance of Your Order, which is when the Contract is formed. Your deadline for cancelling the Contract in whole or in part is the end of fourteen (14) calendar days from when You receive the Product/s. For example, if You receive a Dispatch Confirmation on 1 March and You receive the Product on 10 March, You may cancel at any time between 1 March and the end of 24 March ('Cancellation Window').

7.2 All the above does not apply as you enter into a different agreement with the Producer when placing your order. Clause 7.1 is given for information purposes only, and your contractual agreement with the Producer (agreed Terms and Condition and Contract if applicable) should always prevail. For any further details on the cancellation and return policies, please refer to the Terms and Conditions and Contract that you would have signed with the Producers from which products would be ordered.

7.3 Our team is available to assist in the process and will engage any action necessary with our payment provider Stripe to process to refunds if this is agreed by the Producer as part of your contract with the Producer. For any questions or assistance, please contact us through the Contact Us section of the site.

8. PAYMENT TERMS

8.1 Unless otherwise agreed in writing, all sums payable in respect of Products must be paid without deductions within 14 days from the end of the calendar month in which the monthly statement and in some cases invoice was raised.

8.2 Failure to pay by the due date shall entitle COLLECTIVfood to suspend delivery of all unexecuted or future orders. The time for payment of the price of the Products shall be of the essence.

8.3 The Producer via COLLECTIVfood reserves the right at any time in its absolute discretion to demand immediate payment of any account whether due or not and to take legal action to recover the debt and costs.

8.4 If payment is not made in accordance with this Condition, the Producer via COLLECTIVfood reserves the right to charge Statutory Interest on the overdue balances for the period from the date on which payment became due until the date on which payment is made including any period after the date of any judgement or decree against the Customer. In addition each overdue invoice will attract a late payment compensation fee of £40.

8.5 Producers and COLLECTIVfood reserves the right in its absolute discretion to refuse to grant credit.

8.6 Producers and COLLECTIVfood may, at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Company to the Customer.

9. DATA PROTECTION & CONFIDENTIALITY

In respect of any Personal Data (as defined in the Data Protection Act 1998 ('1998 Act')) processed by COLLECTIVfood pursuant to the COLLECTIVfood Services, COLLECTIVfood warrants and undertakes that it complies, and will continue to comply with, all applicable Data Protection Law, including the 1998 Act, any regulations made thereunder and any guidance notes or guidelines issued by the Information Commissioner and, shall comply at all times with the terms and conditions of the Privacy Policy and the Cookie Policy which apply in full to Your use of the Site. COLLECTIVfood may release COLLECTIVfood Member information to Producers as well as a Logistics Partner in order to assist Producer or if required by law, or if the information is necessary or appropriate to release to stop or prevent the taking place of an unlawful or harmful activity.

10. FEEDBACK & COMPLAINTS

If You would like to provide us with useful feedback, please go to our 'Contact Us' page on the Site. COLLECTIVfood tries to meet the highest standards when providing the COLLECTIVfood Services via the Site. We take any Complaints We receive about this very seriously. We encourage COLLECTIVfood Users to bring any Complaints to our attention and We welcome any suggestions for improving our procedures. We will try and solve any disagreements quickly and efficiently. If You are not happy with the way COLLECTIVfood deals with any Complaint and You wish to take court proceedings, You must do this within England. Relevant English law will apply to these Terms in accordance with Clause 22.

11. COLLECTIVfood USER OBLIGATIONS

You must use Your best endeavours to:

a. comply with all the Terms of the COLLECTIVfood Licence; and,

b. conduct all use of the COLLECTIVfood Services in compliance with the applicable Legislation and Codes.

12. COLLECTIVfood OBLIGATIONS

COLLECTIVfood agrees to:

a. provide the COLLECTIVfood Services with all due care, skill and ability;

b. devote as much time to the provision of the COLLECTIVfood Services as may be necessary for their proper performance;

c. conduct all COLLECTIVfood Services in accordance with the applicable Legislation and Codes;

d. provide promptly and give to a COLLECTIVfood User all such information as they may reasonably require in connection with the provision of the COLLECTIVfood Services; and,

e. provide a response in a timely manner to any requests for technical support (in relation to the use of the Site only).

13. AVAILABILITY AND SECURITY OF THE SITE

13.1 You acknowledge and agree that to improve the COLLECTIVfood Services made available to You via the Site, COLLECTIVfood may, without liability to You, stop (permanently or temporarily) providing the COLLECTIVfood Services (or any features within the COLLECTIVfood Services) to You generally at COLLECTIVfood's sole discretion, without prior notice to You.

13.2 COLLECTIVfood shall use reasonable efforts to ensure that scheduled maintenance downtime is kept to a minimum in accordance with industry standards and, where possible, scheduled downtime shall be completed outside of normal UK working hours. Unscheduled emergency maintenance may be required at any time. COLLECTIVfood agrees however, to use all reasonable efforts to keep emergency maintenance to a minimum and reduce the effects of any emergency maintenance required.

13.3 COLLECTIVfood does not warrant the validity and accuracy of information on the Site or the COLLECTIVfood Services or that the Site is kept up-to-date. The Site and its content and the COLLECTIVfood Services are delivered on an "as-is" and "as-available" basis. COLLECTIVfood shall use reasonable endeavours to ensure that the Site, the COLLECTIVfood Services and any information it holds on You are kept secure. However, due to the nature of the internet, COLLECTIVfood does not represent or warrant to You that:

a. Your use of the Site and/ or the COLLECTIVfood Services will be uninterrupted, timely, secure or free from error at all times, nor that it will provide specific results from use of the Site or any content, search or link on it;

b. Your use of the COLLECTIVfood Services will meet Your requirements;

c. any information obtained or downloaded by You as a result of Your use of the COLLECTIVfood Services will be accurate, reliable or free of viruses or contamination or destructive features;

d. there will not be any defects in the operation or functionality of any software provided to You as part of the COLLECTIVfood Services; and,

e. those who intentionally attempt to and/or gain unauthorised access to the same by means such as, without limitation, computer hacking will not be successful.

14. GENERAL RESTRICTIONS ON USE

Subject to the following express restrictions, COLLECTIVfood grants You permission to access and use the Site and the COLLECTIVfood Services. You may view Site pages, download Site pages (for caching purposes only) and print Site pages (excluding Site images) and retain a copy of the same solely for Your own personal, non-commercial use. You agree that Your failure to adhere to any of these restrictions shall constitute a breach of these Terms on Your part. You agree:

a. not to copy the Site except where such copying is incidental to normal use of the Site, or where it is necessary for the purpose of back-up or operational security;

b. not to sell, lease, sub-license, rent, loan, translate, merge, adapt, vary, modify, distribute or otherwise exploit the Site or any COLLECTIVfood Content for any other purposes without the prior written consent of COLLECTIVfood or the respective licensors of the COLLECTIVfood Content;

c. not to, reverse-engineer or create derivative works based on the whole or any part of the Site or the COLLECTIVfood Services including but not limited to any COLLECTIVfood Content;

d. to include our copyright notice on all entire and partial copies You make on any medium subject to express COLLECTIVfood consent;

e. not to establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists;

f. not to access COLLECTIVfood Content through any technology or means other than the Site itself or such other means as COLLECTIVfood may explicitly designate for this purpose;

g. not to access or attempt to use the COLLECTIVfood Login of other COLLECTIVfood Members or penetrate or attempt to penetrate COLLECTIVfood's security measures;

h. not use the Site or the COLLECTIVfood Services in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with the Terms herein to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, viruses, trojans, worms, keystroke logger, rootkit, logic bombs or other material which is malicious or technologically harmful;

i. not to (or attempt to) circumvent, disable or otherwise interfere with any security related features of the Site or the COLLECTIVfood Services or features that (i) prevent or restrict use or copying of COLLECTIVfood Content; or, (ii) enforce limitations on the use of the COLLECTIVfood Services or the accessible COLLECTIVfood Content; or, (iii) damage, disable, overburden, impair or compromise our systems or security or interfere with other COLLECTIVfood Members;

j. not to infringe our Intellectual Property Rights or those of any third party in relation to Your use of the Site or the COLLECTIVfood Services including the submission of any material (to the extent that such use is not licensed herein);

k. not to attempt to gain unauthorised access to our Site, the server on which our Site is stored or any server, computer or database connected to our Site;

l. not to conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to any COLLECTIVfood Member of the Site or the COLLECTIVfood Services, or attempt to decipher any transmissions to or from the servers running any COLLECTIVfood Service; and,

m. not to attack our Site via a denial-of-service attack or a distributed denial-of service attack.

15. WARRANTIES AND INDEMNITIES

15.1 In accordance with Clause 3, COLLECTIVfood cannot transfer legal ownership to You of a Product and cannot make any guarantees to a COLLECTIVfood Member who purchases a Product at their own risk. For the avoidance of doubt, COLLECTIVfood:

a. has no control over the quality, morality, safety or legality of a Product;

b. does not take ownership of any Products promoted on the Site;

c. does not guarantee that any minimum or fixed number of Products will be advertised via the Site;

d. does not guarantee on behalf of Producer that the Product Details or Marketing Materials published in respect of the Products are valid and accurate and will not be responsible for any misrepresentation or inaccuracy therein;

e. does not guarantee that an Order will be delivered within the Designated Delivery Slot or at all;

f. does not guarantee that Producer as the seller will honour the Order; and,

g. does not guarantee that interruptions of service on the Site or throughout the worldwide web will not occur during the COLLECTIVfood User's use of the Site at any time.

15.2 As a COLLECTIVfood User, You warrant, represent and undertake to COLLECTIVfood that:

a. You will keep Your COLLECTIVfood Login details (as applicable), secure and confidential;

b. You will comply at all times with Your obligations set out at Clause 10;

c. all information submitted to the Site in respect of Your identity is true, accurate and complete in all respects;

d. You have and shall continue to have all necessary licences, rights, consents, and permissions which are required to enable COLLECTIVfood to use or display Your user-generated-content (' UGC') in the manner contemplated by these Terms; and,

e. You are solely responsible for any breach of Your obligations under these Terms due to Your act, omission, default or Your failure to comply with any of Your obligations under these Terms and for the consequences of any such breach or failure.

15.3 We make no warranty, and hereby further expressly disclaim any liability to You and You agree that You have no claim against COLLECTIVfood in connection with any Claims asserted against, or Losses suffered by You:

a. due to any breach by You of these Terms or breach of warranty by You;

b. in respect of the matters listed at Clauses 3.4 (in particular 3.4 f - k inclusive) and 14.1;

c. due to any errors or omissions on our Site in relation to any reliance placed by You on any mis-descriptions, misrepresentations, inaccuracy or incompleteness in respect of the Product Details, Marketing Materials or other COLLECTIVfood Content (whether innocent, negligent or fraudulent);

d. due to a Producer or a Logistics Partner's failure to perform, or delay in performance of, any of its obligations to You;

e. due to Your failure or inability to use the COLLECTIVfood Services or any Site functionality at any point in time, or, where the Site is unavailable at any time for any period;

f. connected to any linked third party website or any statements, information, content, products that are published on, or may be accessible from, any linked third party website including any associated third party customer/ client facing policies/ contractual terms;

g. due to any changes which COLLECTIVfood may make to the COLLECTIVfood Services, or for any permanent or temporary cessation in the provision of the COLLECTIVfood Services (or any features within the COLLECTIVfood Services);

h. the deletion of, corruption of, or failure to store, any communications data maintained or transmitted by or through Your use of the COLLECTIVfood Services;

i. due to any unauthorised access or loss of Personal Data that is beyond our control.

15.4 Subject to Clause 15.5, We shall in no circumstances be liable to You in contract, tort (including negligence), breach of statutory duty or otherwise for any and all Losses suffered by You or Claims asserted against You including consequential, special or incidental loss or damage (whether direct or indirect) or any loss of profit, anticipated profits, business, data, opportunity, revenue, goodwill, or reputation arising from Your use of the Site or the COLLECTIVfood Services.

15.5 Nothing in these Terms is intended nor shall it be construed as an attempt to exclude or limit any liability for:

a. fraudulent misrepresentations;

b. any liability where the law does not permit such exclusion of liability; and,

c. death or personal injury arising from negligence.

15.6 Subject to Clause 15.5 and except as expressly set out in these Terms, COLLECTIVfood gives no warranties and excludes all other express or implied terms, conditions and warranties.

16. IP LICENCE & UGC

16.1 When using the Site to access the COLLECTIVfood Services, if You make use of a feature that allows You to publish any UGC via the Site in connection with e.g. by way of uploading text, comments, links, trademarks, logos, photos, You automatically grant to:

a. COLLECTIVfood, a worldwide, non-exclusive, royalty-free, perpetual, transferable licence (with right to sub-license) to use, record, publish, distribute, prepare derivative works of, display and perform all that UGC, or any part of it, and the Intellectual Property Rights therein, in connection with the provision of the COLLECTIVfood Services, including without limitation the promotion and redistribution of all or part of Your UCG (and derivative works thereof) in any media formats and through any media channels; and,

b. to each COLLECTIVfood User, a worldwide, non-exclusive, royalty-free licence to access Your UGC through the COLLECTIVfood Services, and to use, reproduce, distribute, prepare derivative works of, display and perform such UGC to the extent permitted by the functionality of the COLLECTIVfood Services and under the terms of this COLLECTIVfood Licence ('IP Licences').

16.2 COLLECTIVfood does not guarantee any confidentiality with respect to Your UGC and You understand and agree that You are solely responsible for Your own UGC and the consequences of uploading and posting it. COLLECTIVfood does not claim ownership of the UGC You submit and make available for inclusion on the Site. You retain all of Your ownership rights in Your UGC but You grant the limited IP Licences set out in Clause 15.1 (a) and (b).

17. COLLECTIVfood CONTENT

With the exception of content submitted to the Site by You, all other content and the selection and arrangement of such content on the Site constitutes 'COLLECTIVfood Content' and is either owned by, or licensed to, COLLECTIVfood and is subject to copyright, trade mark rights, and other Intellectual Property Rights of COLLECTIVfood and licensors of COLLECTIVfood. Such COLLECTIVfood Content is protected by UK copyright laws and international laws. Any third party trade or service marks present on COLLECTIVfood Content not uploaded or posted by You are trade or service marks of their respective owners including Producers. Such COLLECTIVfood Content may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purpose whatsoever without the prior written consent of COLLECTIVfood or, where applicable, the licensors of COLLECTIVfood. COLLECTIVfood and/or its licensors reserve all rights not expressly granted in and to their COLLECTIVfood Content.

18. ENTIRE TERMS/ SEVERABILITY

These Terms incorporate our Cookie Policy and Privacy Policy which together constitute the entire agreement between You and COLLECTIVfood in relation to Your use of the Site to access the COLLECTIVfood Services and supersedes any prior representations, inducements or agreements relating to its subject matter. Should the courts strike-out as invalid or unenforceable or otherwise alter any part of these Terms, the remaining Terms shall remain valid and in force.

19. ASSIGNMENT

These Terms shall be personal to You and You may not assign, transfer or delegate all or any of Your rights and obligations, without COLLECTIVfood's prior written consent. COLLECTIVfood reserves the right to assign or transfer all or any of its rights and obligations under these Terms to any companies in the same group as COLLECTIVfood or other third party. In the event of assignment or transfer, notification will either be given to You by e-mail or posted on the Site.

20. NO WAIVER

Failure by either COLLECTIVfood or You to exercise or enforce any right conferred shall not be deemed to be a waiver of any such right nor operate so as to bar that exercise or enforcement thereof or of any other right on any later occasion.

21. THIRD PARTY RIGHTS

You may enforce these Terms in accordance with the provisions of the Contracts (Rights of Third Parties) Act 1999 ('Act'). Except as provided above, these Terms do not create any right enforceable by any person who is not a party to it under the Act, but do not affect any right or remedy that a third party has which exists or is available apart from that Act.

22. FORCE MAJEURE

Neither You or COLLECTIVfood shall be liable for any delay in performing any of its obligations hereunder if such a delay due to circumstances beyond its reasonable control including, without limitation, any failure or delay on the part of the Producer or COLLECTIVfood to supply and deliver products, any strike, lock-out or other industrial action, fire, explosion, flood, closure of motorways or other roads leaving no alternative route, unusually severe weather conditions or unusually severe traffic congestion which could not reasonably have been anticipated leaving no alternative route, loss of power or telecommunications systems or computer failure or breakdown.

23. LAW AND JURISDICTION

All of these Terms are governed by the laws of England and Wales and any disputes arising in relation to these Terms and/or the Site are subject to the exclusive jurisdiction of the English Courts.

24. APPLICABILITY OF TERMS AND CONDITIONS

These Terms and Conditions shall apply in place of and prevail over any terms and conditions contained or referred to in any communication between the Producer or Customer.

25. DEFINITIONS

In these Terms (except where the context otherwise requires) the following words shall have the following meanings:

Stripe Payments: refers to a third party payment processor.

COLLECTIVfood Content: refers to content owned by or licensed to COLLECTIVfood as per Clause 16.

COLLECTIVfood Login: refers to a COLLECTIVfood Member's private username and password to gain access to their COLLECTIVfood Member Account on the Site to manage their COLLECTIVfood Member Preferences.

COLLECTIVfood Member: refers to the person who has successfully undergone Sign-Up and has a COLLECTIVfood Login.

COLLECTIVfood Member Account: refers to the account accessible by a COLLECTIVfood Member upon successful Sign-Up by way of the COLLECTIVfood Login.

COLLECTIVfood Member Preferences: refers to Your filtered preferences that You set in Your COLLECTIVfood Member Account.

COLLECTIVfood Product Alerts: refers to the email alerts that We send to You in line with Your COLLECTIVfood Member Preferences.

COLLECTIVfood Services: refers to the services rendered by COLLECTIVfood on behalf of Producer pursuant to Producer's engagement of COLLECTIVfood.

COLLECTIVfood User: refers to a COLLECTIVfood Visitor and/ or a registered COLLECTIVfood Member.

COLLECTIVfood Visitor(s): refers to the person who visits the Site but does not undergo Sign-Up.

Claims: means all demands, claims and liability (actual and consequential and direct and indirect and whether known and unknown, suspected and unsuspected, disclosed and undisclosed, criminal or civil, in contract, tort or otherwise) for all Losses including any other expenses of any nature whatsoever.

Codes: refers to all codes governing standards (including for these purposes ancillary guidance notes and advice) published by regulatory authorities or other industry professional bodies and to be construed so as to include any and all references to any amendments, modifications or consolidations constituting the most up-to-date versions thereof.

Complaint: means any dissatisfaction expressed by, or any complaint made by, a COLLECTIVfood User as against COLLECTIVfood in connection with the provision of the COLLECTIVfood Services.

Contract: means the Customer's Order and the Producer's own Terms and Conditions and Contract if applicable, and the acceptance by the Producer of the Order.

Data Protection Law: means all applicable data protection law, regulations, legislative and regulatory requirements and codes of practice.

Delivery Address: the address submitted by Customer for delivery of an Order.

Delivery Fees: the fees payable by Customer for the delivery of the Order as distinct from the Product Prices.

Delivery Slot: the delivery date and time selected by Customer.

Force Majeure Event: any happening or event beyond the reasonable control of the party concerned including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of COLLECTIVfood, Producer, Logistics Partner or any other party), failure of a utility service or transport or telecommunications network, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery (including vehicles), fire, flood, storm or default of suppliers or sub-contractors, any act of God including fire, flood, earthquake, windstorm or other natural disaster; war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions; terrorist attack, civil war, civil commotion or riots; nuclear, chemical or biological contamination or sonic boom; fire, explosion or accidental damage; extreme adverse weather conditions; mandatory compliance with any law (including a failure to grant any licence or consent needed or any change in the law or interpretation of the law) which results in a failure or delay in the performance of that party's obligations under this Agreement.

Intellectual Property Rights: refers to all intellectual property rights wherever in the world arising, whether registered or unregistered (and including any application), including copyright, know-how, confidential information, trade secrets, business names and domain names, trademarks, service marks, trade names, patents, petty patents, utility models, design rights, semi-conductor topography rights, database rights and all rights in the nature of unfair competition rights or rights to sue for passing off.

Legislation: includes all applicable laws, Acts of Parliament (including the Acts) and Treaties as well as Data Protection Law and all orders, regulations, directives, conventions and subordinate legislation made pursuant to such an Act or Treaty or otherwise having the force of law including references to any amendment, modification, consolidation or re-enactment for the time being in force.

Logistics Partner: refers to any fulfilment providers who deal with fulfilment, storage and delivery on behalf of the Producers selling products through COLLECTIVfood's site and Producer or any other logistics company that COLLECTIVfood or Producer may substitute or use from time to time.

Losses: means any claims, losses, demands, actions, third party claims, damages, costs (including court costs and legal fees), fines, liabilities, obligations, liens and expenses.

Marketing Materials: materials or content relating to the Products or Producer including Product Details (including but not limited to images (audio and/or visual, text, music, Marks).

Personal Data: refers to all personal data generated in relation to this Agreement pertaining to a Customer and as defined within the Data Protection Law.

Order: an order for Products submitted by a Customer.

Order Acknowledgement: as referred to in Clause 5.4.

Product(s): refers to the food and drinks Products promoted on the Site.

Product Details: refers to the details pertaining to a Product as published on the Site.

Regulations: refers to the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 .

Sign-Up: as referred to in Clause 4.1.

Site: refers to www.COLLECTIVfood.com.

Terms: these terms and conditions applicable to purchasing Products on the Site.

User-Generated-Content or UGC: means content provided/ generated by You when accessing and using the COLLECTIVfood Services which are uploaded, embedded or otherwise displayed and/ or stored on the Site which may include but are not limited to text (by way of reviews or feedback), articles, images, graphics, photos, stories, audio, video, software, audio-visual combinations, interactive features and other materials in any form, medium or technology now known or hereinafter developed that may be viewed on, accessed through or disseminated publicly on the Site for use by COLLECTIVfood, Producer or COLLECTIVfood Users as permitted herein.

VAT: value added tax chargeable under the Value Added Tax Act 1994 or any other applicable legislation and any similar replacement or additional tax as may be applicable.